11 unchanged sentences
Based on our assessment we believe that, as of December 31, 2024, the Company’s internal control over financial reporting is effective based on those criteria.
+Added: The Company completed the acquisition of OpSec Security (“OpSec”) on May 3, 2024.
+Added: The Company has not yet fully incorporated OpSec’s internal controls and procedures into the Company’s internal control over financial reporting and will be completed within the time provided by the applicable rules and regulations of the SEC for a recently acquired business.
+Added: As such, management excluded OpSec from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.
+Added: OpSec constituted approximately 3% of the Company’s total assets, excluding the preliminary value of goodwill and purchased intangible assets, and approximately 6% of the Company’s total net sales as of and for the year ended December 31, 2024.
Deloitte & Touche LLP, the independent registered public accounting firm that also audited the Company’s consolidated and combined financial statements included in this Annual Report on Form 10-K, audited the internal control over financial reporting as of December 31, 2024, and issued their related attestation report which is included herein.
10 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated and combined balance sheets of Crane NXT, Co.
+Added: We have audited the accompanying consolidated balance sheets of Crane NXT, Co.
and subsidiaries (the "Company") as of December 31, 2024, and 2023, the related consolidated and combined statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
26 unchanged sentences
government as they own any work-in progress as the contracted product is being built.
−Removed: The Company uses the cost-to-cost method of determining their progress, measuring
−Removed: progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation.
+Added: The Company uses the cost-to-cost method of determining their progress, measuring progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation.
In 2024, the Company recognized approximately $208 million in revenue over time related to products.
23 unchanged sentences
Selling, general and administrative 386.2 366.8 318.7
−Removed: Restructuring charges (gains), net 0.5 6.2 ( 3.7 )
+Added: Restructuring charges 10.1 0.5 6.2
Operating profit 268.8 286.8 301.3
21 unchanged sentences
Net income $ 184.1 $ 188.3 $ 204.9
−Removed: Components of other comprehensive income (loss), net of tax
+Added: Components of other comprehensive (loss) income, net of tax
Currency translation adjustment ( 50.9 ) 18.1 ( 69.2 )
Changes in pension and postretirement plan assets and benefit obligation, net of tax ( 3.1 ) ( 5.2 ) 10.0
−Removed: Other comprehensive income (loss), net of tax 12.9 ( 59.2 ) ( 38.8 )
+Added: Other comprehensive (loss) income, net of tax ( 54.0 ) 12.9 ( 59.2 )
Comprehensive income attributable to common shareholders $ 130.1 $ 201.2 $ 145.7
2 unchanged sentences
AND SUBSIDIARIES
−Removed: CONSOLIDATED AND COMBINED BALANCE SHEETS
+Added: CONSOLIDATED BALANCE SHEETS
Balance as of December 31,
3 unchanged sentences
Accounts receivable, net 265.9 214.9
+Added: and foreign taxes on income 8.6 —
Inventories, net 144.8 157.1
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72,441,647 shares issued;
−Removed: 56,897,457 shares outstanding as of December 31, 2023
+Added: 57,197,147 shares and 56,897,457 shares outstanding as of December 31, 2024 and 2023, respectively
Capital surplus 1,719.9 1,728.1
Retained earnings 268.4 120.9
−Removed: Crane net investment — 915.3
Accumulated other comprehensive loss ( 172.6 ) ( 118.6 )
Treasury stock;
−Removed: 15,544,190 treasury shares as of December 31, 2023
+Added: 15,244,500 and 15,544,190 treasury shares as of December 31, 2024 and 2023, respectively
+Added: ( 823.2 ) ( 838.8 )
Total equity 1,064.9 964.0
9 unchanged sentences
Adjustments to reconcile net income to net cash flows provided by operating activities:
−Removed: Non-cash restructuring gains — — ( 3.7 )
Depreciation and amortization 86.8 77.6 78.7
Stock-based compensation expense 10.6 10.3 9.3
+Added: Unrealized loss on forward contracts 3.0 — —
Defined benefit plans and postretirement credit ( 2.1 ) ( 1.1 ) ( 0.3 )
Deferred income taxes ( 17.6 ) 7.6 ( 28.4 )
−Removed: Cash provided by operating working capital — 39.3 6.1
+Added: Cash (used for) provided by operating working capital ( 50.6 ) — 39.3
Other ( 0.1 ) ( 6.4 ) 2.5
1 unchanged sentence
Investing activities:
−Removed: Proceeds from disposition of property $ — $ — $ 2.8
+Added: Payment for acquisitions, net of cash acquired $ ( 269.9 ) $ — $ —
Capital expenditures ( 45.4 ) ( 31.1 ) ( 21.3 )
+Added: Settlement of forward contracts ( 2.7 ) — —
Total used for investing activities $ ( 318.0 ) $ ( 31.1 ) $ ( 21.3 )
1 unchanged sentence
Dividends paid $ ( 36.6 ) $ ( 23.7 ) $ —
−Removed: Stock options exercised, net of shares reacquired 4.4 — —
+Added: Proceeds from stock options exercised 3.3 5.0 —
+Added: Payment of tax withholding on equity awards vested ( 6.9 ) ( 0.6 ) —
Debt issuance costs ( 2.7 ) ( 5.7 ) —
5 unchanged sentences
Net transfers to Crane — ( 32.5 ) ( 135.0 )
−Removed: Total used for financing activities $ ( 252.5 ) $ ( 135.0 ) $ ( 298.1 )
−Removed: Effect of exchange rates on cash and cash equivalents 3.8 ( 20.2 ) ( 7.0 )
−Removed: (Decrease) increase in cash and cash equivalents ( 3.5 ) 129.5 ( 43.9 )
+Added: Total provided by (used for) financing activities $ 62.1 $ ( 252.5 ) $ ( 135.0 )
+Added: Effect of exchange rates on cash, cash equivalents and restricted cash ( 12.0 ) 3.8 ( 20.2 )
+Added: (Decrease) increase in cash, cash equivalents and restricted cash ( 53.8 ) ( 3.5 ) 129.5
Cash and cash equivalents at beginning of period 227.2 230.7 101.2
−Removed: Cash and cash equivalents at end of period $ 227.2 $ 230.7 $ 101.2
−Removed: Detail of cash provided by operating working capital
+Added: Cash, cash equivalents and restricted cash at end of period $ 173.4 $ 227.2 $ 230.7
+Added: Detail of cash (used for) provided by operating working capital
Accounts receivable $ ( 44.4 ) $ ( 6.3 ) $ 0.3
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Interest paid $ 44.1 $ 45.1 $ 41.2
−Removed: Income taxes paid $ 46.0 $ 63.5 $ 25.3
+Added: Income taxes paid, net $ 63.8 $ 46.0 $ 63.5
Unpaid capital expenditures $ 7.2 $ 7.1 $ 3.1
20 unchanged sentences
Net income — — 144.6 — — 43.7 188.3
+Added: Cash dividends ($ 0.42 per share)
+Added: — — ( 23.7 ) — — — ( 23.7 )
+Added: Dividend from Crane — — — — — 275.0 275.0
Net transfers to Crane — — — — — ( 285.2 ) ( 285.2 )
+Added: Reclassification of Crane Net Investment to Common Stock, Treasury Stock and Capital Surplus 72.4 1,726.8 — — ( 848.1 ) ( 951.1 ) —
+Added: Exercise of stock options, net of shares reacquired of 158,132 shares
+Added: — — — — 5.0 — 5.0
Stock-based compensation — 6.5 — — — 2.3 8.8
+Added: Stock-based compensation reclassification a
+Added: — ( 0.3 ) — — — — ( 0.3 )
+Added: Impact from settlement of share-based awards, net of shares acquired — ( 4.9 ) — — 4.3 — ( 0.6 )
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 5.2 ) — — ( 5.2 )
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— — ( 36.6 ) — — — ( 36.6 )
−Removed: Dividend from Crane — — — — — 275.0 275.0
−Removed: Net transfers to Crane — — — — — ( 285.2 ) ( 285.2 )
−Removed: Reclassification of Crane Net Investment to Common Stock, Treasury Stock and Capital Surplus 72.4 1,726.8 — — ( 848.1 ) ( 951.1 ) —
Exercise of stock options, net of shares reacquired of 118,896 shares
1 unchanged sentence
Stock-based compensation — 9.8 — — — — 9.8
−Removed: Stock-based compensation reclassification a
−Removed: — ( 0.3 ) — — — — ( 0.3 )
Impact from settlement of share-based awards, net of shares acquired — ( 18.0 ) — — 12.3 — ( 5.7 )
12 unchanged sentences
We are comprised of two reporting segments:
−Removed: Crane Payment Innovations (“CPI”) and Crane Currency.
−Removed: Our primary end markets include central banks and a wide range of consumer related end markets including retail and gaming.
+Added: Crane Payment Innovations (“CPI”) and Security and Authentication Technologies (“SAT”).
+Added: Our primary end markets include governments, brands, financial insti tutions and a wide range of consumer related end markets including convenience merchandising (vending), retail and gaming.
See Note 4, “Segment Results” for the relative size of these segments in relation to the total company (both net sales and total assets).
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Due to SpinCo’s larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to ours, among other factors, SpinCo was considered to be the “accounting spinnor” and therefore is the “accounting successor” to Holdings for accounting purposes, notwithstanding the legal form of the Separation.
−Removed: Therefore, following the Separation, our historical financial statements are comprised solely of combined carve-out financial statements representing only our operations, assets, liabilities and equity on a stand-alone basis derived from the consolidated financial statements and accounting records of Holdings.
−Removed: In connection with the Separation, we entered into a $ 350 million, three-year term loan facility, and, on April 3, 2023, prior to the Separation, SpinCo paid a one-time cash dividend in the amount of $ 275 million to Hol dings.
−Removed: See Note 13, “Fi nancing” and Note 2, “Related Parties" for additional information.
−Removed: In addition, Holdings transferred $ 84 million of cash to us as part of the Separation.
−Removed: As a result of the Separation, net assets of $ 382.9 million were contributed to the Business and recorded on the Consolidated and Combined Statements of Changes in Equity through “Crane Net Investment.”
+Added: As such, our financial statements for periods prior to the Separation are comprised of combined carve-out financial statements representing only our operations, assets, liabilities and equity on a stand-alone basis derived from the consolidated financial statements and accounting records of Holdings.
+Added: The primary source of the cash on hand as of the date of Separation was due to a transfer from Holdings to us as part of the Separation.
Separation Agreements
On April 3, 2023, we entered into definitive agreements with SpinCo in connection with the Separation.
−Removed: The agreements set forth the terms and conditions of the Separation and provide a framework for Crane NXT’s relationship with SpinCo following the Separation, including the allocation between Crane NXT and SpinCo of Crane NXT’s and SpinCo’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation.
−Removed: These agreements include the Separation and Distribution Agreement, which contains certain key provisions related to the Separation, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement (each, as described below).
−Removed: Separation and Distribution Agreement
−Removed: The Separation and Distribution Agreement sets forth, among other things, the agreements between us and SpinCo regarding the principal transactions necessary to effect the Separation.
−Removed: It also sets forth other agreements that govern certain aspects of our ongoing relationship with SpinCo after the completion of the Separation.
−Removed: Transition Services Agreement
−Removed: The Transition Services Agreement provides for the transition of Holdings into two independent, publicly-traded companies following the consummation of the Separation, and provides each party time to replace certain assets and employees that have been allocated to the other party.
−Removed: Under the Transition Services Agreement, we agreed with SpinCo to provide transition service support to the other for various periods of time of up to 18 months in the areas of finance, tax, human resources, legal and information technology.
−Removed: Such services are provided on customary commercial terms, and each such service can be terminated
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: prior to the expected termination date of such service if it is no longer required.
−Removed: The Transition Services Agreement was negotiated in the context of a parent-subsidiary relationship and in the context of the Separation.
−Removed: Transactions under this agreement did not have a material impact to our financial statements and services were substantially completed as of December 31, 2023.
−Removed: Tax Matters Agreement
−Removed: The Tax Matters Agreement, among other things, governs our and SpinCo’s respective rights, responsibilities and obligations after the Separation with respect to tax liabilities and benefits (including any taxes imposed that are attributable to the failure of the Distribution and certain related transactions to qualify as a transaction that is tax-free for U.S.
−Removed: federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
−Removed: Although enforceable as between the parties, the Tax Matters Agreement will not be binding on the Internal Revenue Service or other tax authorities.
−Removed: Employee Matters Agreement
−Removed: The Employee Matters Agreement, among other things, governs Crane NXT’s, SpinCo’s and their respective subsidiaries’ rights, responsibilities and obligations after the Separation with respect to the following matters:
−Removed: (i) employees and former employees (and their respective dependents and beneficiaries) who are or were employed with Crane NXT, SpinCo or their respective subsidiaries, (ii) the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans, (iii) employee compensation plans and director compensation plans, including equity plans, and (iv) other human resources, employment and employee benefits matters.
−Removed: Intellectual Property Matters Agreement
−Removed: The Intellectual Property Matters Agreement, among other things, governs the continued ownership and use by Crane NXT and SpinCo of their respective trademarks and trade names that include or are comprised of the term “Crane” in their respective businesses.
+Added: The agreements set forth the terms and conditions of the Separation and provide a framework for our relationship with SpinCo following the Separation, including the allocation between us and SpinCo of our and SpinCo’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation.
+Added: These agreements include the Separation and Distribution Agreement, which contains certain key provisions related to the Separation, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement.
+Added: As of December 31, 2024, the term of the Transition Services Agreement has expired.
Significant Accounting Policies
9 unchanged sentences
consequently, stand-alone financial statements for periods prior to the Separation were not prepared for the Business.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
The Consolidated and Combined Financial Statements of Operations include all revenues and costs directly attributable to the Business, including costs for facilities, functions and services used by the Business.
8 unchanged sentences
However, cash balances primarily associated with certain of our foreign entities that did not participate in Holdings’ cash management program have been included in the Consolidated and Combined Financial Statements.
−Removed: Transactions between Holdings and the Business are deemed to have been settled immediately through “Crane Net Investment.” The net effect of the deemed settled transactions is reflected in the Consolidated and Combined Statements of Cash Flows as “Net transfers to Crane” within financing activities and in the Consolidated and Combined Balance Sheets as “Crane Net Investment.” Other
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: transactions, which have historically been cash-settled, are reflected in the Consolidated and Combined Balance Sheets within “Accounts receivable, net” and “Accounts payable.”
−Removed: All intercompany accounts and transactions within the Business have been eliminated in the preparation of the Consolidated and Combined Financial Statements.
+Added: Transactions between Holdings and the Business were deemed to have been settled immediately through “Crane Net Investment.” The net effect of the deemed settled transactions is reflected in the Consolidated and Combined Statements of Cash Flows as “Net transfers to Crane” within financing activities.
+Added: All intercompany accounts and transactions within the Business were eliminated in the preparation of the Consolidated and Combined Financial Statements.
The Consolidated and Combined Financial Statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business.
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We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.
−Removed: We primarily generate revenue through the manufacture and sale of technology solutions including advanced detection and sensing systems, software to authenticate and manage transactions and micro-optics materials technology.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: We primarily generate revenue through the manufacture and sale of technology solutions including advanced detection and sensing systems, software to authenticate and manage transactions, micro-optics materials technology, and anti-counterfeiting technology including micro-optics and micro lithography.
Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other.
12 unchanged sentences
This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress.
−Removed: Costs incurred represent work performed, which corresponds
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: with, and thereby depicts, the transfer of control to the customer.
−Removed: Total revenue recognized and cost estimates are updated on a monthly basis.
+Added: Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer.
+Added: Total revenue recognized and cost estimates are updated monthly.
In 2024, the Company recognized approximately $ 208 million in revenue over time related to products.
7 unchanged sentences
When an unconditional right to consideration exists, we record these amounts as receivables.
−Removed: When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset.
+Added: When amounts are dependent on factors other than the passage of time for payment from a customer to become due, we record a contract asset.
Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S.
10 unchanged sentences
We also include costs directly associated with products sold, such as warranty provisions.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Selling, General and Administrative Expenses.
9 unchanged sentences
The evidence we consider in reaching such conclusions includes, but is not limited to, (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized.
1 unchanged sentence
The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
−Removed: We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes line of our Consolidated and Combined Statements of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated and Combined Balance Sheets.
+Added: We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes line of our Consolidated and Combined Statements of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.
Income taxes as presented herein, for periods prior to the Separation, attribute current and deferred income taxes of Holdings to the Business’ stand-alone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by ASC 740.
5 unchanged sentences
As such, the income taxes of the Business as presented in the Consolidated and Combined Financial Statements may not be indicative of the income taxes that the Business will generate in the future.
−Removed: Current obligations for income taxes in jurisdictions where the Business files a combined tax return with Holdings are deemed settled with Holdings and are reflected within “Net transfers to Crane” as a financing activity in the Consolidated and Combined Statements of Cash Flows.
+Added: Obligations for income taxes in jurisdictions where the Business files a combined tax return with Holdings were deemed settled with Holdings and are reflected within “Net transfers to Crane” as a financing activity in the Consolidated and Combined Statements of Cash Flows.
Research and Development.
2 unchanged sentences
See Note 6, “Research and Development” for further details.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: Capitalized Software Development Costs.
+Added: We sell and market software that is integral to the functionality we provide to customers.
+Added: Internal and external costs incurred for developing this software are charged to research and development expense until technological feasibility has been established, at which point the development costs are capitalized.
+Added: Capitalized software development costs primarily include payroll, benefits and other headcount related expenses.
+Added: Once the services are available for general release to customers, no additional costs are capitalized.
+Added: Capitalized software development costs, net of accumulated amortization, were $ 3.7 million and $ 0.0 million as of December 31, 2024, and December 31, 2023, respectively, and are included in “Intangible assets, net” in the Consolidated Balance Sheets.
Stock-Based Compensation.
We provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units.
−Removed: Prior to the Separation, Crane NXT employees and directors participated in Holdings’ equity incentive plans and received equity awards under those plans in respect of Holdings common shares.
−Removed: As a result of the Separation, all outstanding stock-based compensation awards of Holdings were exchanged for similarly valued stock-based compensation awards of either SpinCo, Crane NXT or both.
−Removed: The exchanged awards are subject to the same service vesting requirements as the original awards.
The Company recognizes stock-based compensation expense at the grant date based on the fair value of the award and recognizes the fair value on a straight-line basis over the vesting period, or as performance goals are achieved.
1 unchanged sentence
See Note 8, “Stock-Based Compensation Plans” for further details.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Earnings Per Share.
6 unchanged sentences
For periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no Crane NXT stock-based awards outstanding prior to the Separation.
−Removed: The weighted average number of common shares outstanding for the year ended December 31, 2023 was based on the weighted average number of common shares after the Separation.
+Added: The weighted average number of common shares outstanding for the year ended December 31, 2024, and December 31, 2023, were based on the weighted average number of common shares after the Separation.
(in millions, except per share data) For the year ended December 31, 2024 2023 2022
6 unchanged sentences
The computation of diluted earnings per share excludes the effect of the potential exercise of stock options when the average market price of the common stock is lower than the exercise price of the related stock options.
−Removed: During 2023, the number of stock options excluded from the computation was 0.4 million.
+Added: During 2024 and 2023, the number of stock options excluded from the computation was 0.2 million and $ 0.4 million, respectively.
+Added: Business Combinations.
+Added: Acquisitions are accounted for in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”).
+Added: Accordingly, we make an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities.
+Added: We obtain this information during due diligence and through other sources.
+Added: In the months after closing, as we obtain additional information about these assets and liabilities, including through tangible and intangible asset appraisals, we refine estimates of fair value and more accurately allocate the purchase price.
+Added: Only items identified as of the acquisition date are considered for subsequent adjustment to the purchase price allocation.
+Added: We will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: To allocate the consideration transferred for our acquisitions, the fair values of all identifiable assets and liabilities must be established.
+Added: For accounting and financial reporting purposes, fair value is defined under ASC Topic 820, “Fair Value Measurement and Disclosure” as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date.
+Added: Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability.
+Added: Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants.
+Added: Use of different estimates and judgments could yield different results.
+Added: See Note 3, “Acquisitions” for further details.
+Added: Fair Value Measurements.
+Added: Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
+Added: Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability.
+Added: The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
+Added: The standards describe three levels of inputs that may be used to measure fair value:
+Added: Quoted prices in active markets for identical or similar assets and liabilities.
+Added: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
+Added: Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
+Added: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
+Added: Valuation Technique
+Added: The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
+Added: We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange.
+Added: We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows.
+Added: We do not hold or issue derivative financial instruments for trading or speculative purposes.
+Added: We have foreign exchange contracts not designated as hedging instruments that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates.
+Added: Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy.
+Added: As a result of the Separation, all outstanding stock-based compensation awards of Holdings were exchanged for similarly valued stock-based compensation awards of either SpinCo, Crane NXT or both.
+Added: The modification of the performance-based restricted share units resulted in a liability recorded upon Separation for awards that will be settled in SpinCo’s shares.
+Added: The amount of the liability is measured at fair value using Level 1 inputs such as the quoted market price of the underlying company’s stock.
+Added: Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange.
+Added: The estimated fair value of long-term debt is measured using Level 2 inputs.
+Added: As a result of the OpSec acquisition, we assumed a contingent liability related to a prior OpSec acquisition.
+Added: The amount of the liability is measured at fair value using Level 3 inputs as the fair value is determined by estimating the net present value of the expected cash flows based on the probability of the achievement of the contingent revenue targets.
+Added: See Note 3, “Acquisitions” for further details.
+Added: See Note 15, “Fair Value Measurements” for further details.
Cash and Cash Equivalents.
1 unchanged sentence
As a result, the carrying amount of cash and cash equivalents approximates fair value.
−Removed: The Business participated in Holdings’ centralized cash management and financing programs (see Note 2, “Related Parties” for additional information).
−Removed: The cash reflected on the Consolidated and Combined Balance Sheets represents cash on hand at certain foreign entities that did not participate in the centralized cash management program and are specifically identifiable to the Business.
+Added: Prior to the Separation, the Business participated in Holdings’ centralized cash management and financing programs (see Note 2, “Related Parties” for additional information).
+Added: The cash reflected on the Consolidated Balance Sheets represents cash on hand at certain foreign entities that did not participate in the centralized cash management program and are specifically identifiable to the Business.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: Restricted Cash.
+Added: Cash that is legally restricted as to its withdrawal or usage is classified as restricted cash.
+Added: In 2024, restricted cash primarily related to guarantees on future obligations.
+Added: Current restricted cash, included within “Other current assets” in our Consolidated Balance Sheets, was $0.8 million and 0.0 million as of December 31, 2024, and 2023, respectively.
+Added: Non-current restricted cash, included within “Other assets” in our Consolidated Balance Sheets, was $6.8 million and 0.0 million as of December 31, 2024, and 2023, respectively.
Accounts Receivable, Net.
2 unchanged sentences
The allowance for credit losses activity was no t material to our financial results for the years ended December 31, 2024, and 2023.
−Removed: Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers, the nature of our customers, their credit worthiness, their relatively small account balances within the majority of our customer base and their dispersion across different businesses.
+Added: Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers, the nature of our customers, their credit worthiness, their relatively small account balances within our customer base and their dispersion across different businesses.
We periodically evaluate the financial strength of our customers and believe that our credit risk exposure is limited.
10 unchanged sentences
is determined using the last-in, first-out (“LIFO”) method and the first-in, first-out (“FIFO”) method is primarily used for all other inventories.
−Removed: The portion of inventories costed using the LIFO method was 12.4 % and 12.2 % of consolidated and combined inventories as of December 31, 2023, and 2022, respectively.
If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $ 12.2 million and $ 9.5 million as of December 31, 2024, and 2023, respectively.
−Removed: The reserve for excess and obsolete inventory was $ 33.3 million
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: and $ 29.0 million as of December 31, 2023 and 2022, respectively.
+Added: The liquidation of LIFO inventory did not have a significant impact on our financial results for the years ended December 31, 2024, and 2023.
+Added: The reserve for excess and obsolete inventory was $ 31.5 million and $ 33.3 million as of December 31, 2024, and 2023, respectively.
The reserve for excess and obsolete inventory activity was no t material to our financial results for the years ended December 31, 2024, and 2023.
16 unchanged sentences
Depreciation expense was $ 37.7 million, $ 39.6 million and $ 42.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Goodwill and Other Intangible Assets.
4 unchanged sentences
A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit.
−Removed: As of December 31, 2023, we had two reporting units.
+Added: As of December 31, 2024, we had three reporting units.
The fair value of each reporting unit is determined using a combination of the income approach, using discounted cash flows, and the market approach using comparable public company multiples.
Assumptions are reviewed to ensure that the income approach and the market approach do not result in significantly different fair value calculations.
−Removed: Based on the results of our most recent annual impairment test in the fourth quarter of 2023, both reporting unit fair values were significantly higher than their carrying values.
−Removed: No impairment charges have been required during 2023, 2022 or 2021.
+Added: Based on the results of our most recent annual impairment test in the fourth quarter of 2024, the reporting unit fair values were higher than their carrying values.
+Added: No impairment charges have been required during 2024, 2023 and 2022.
+Added: Furthermore, to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, we applied a hypothetical, reasonably possible 10% decrease to the fair values of each reporting unit.
+Added: The effects of this hypothetical 10% decrease would still result in a fair value calculation significantly exceeding our carrying value for each of our reporting units, except for the recently acquired OpSec reporting unit which was less than 10%.
+Added: OpSec’s goodwill represents 14% of the total goodwill of the Company.
+Added: While we believe we have made reasonable estimates and assumptions to calculate the fair value of all our reporting units, it is possible a material change could occur.
+Added: If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be impaired and a charge would need to be taken against net earnings.
The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year.
3 unchanged sentences
The estimated cost of capital used in the discounted cash flow analysis varies for each reporting unit and ranged between 10.5 % and 12.0 % (a weighted average of 10.6 %), at our most recent annual goodwill impairment assessment.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Changes to goodwill are as follows:
−Removed: (in millions) Crane Payment Innovations Crane Currency Total
+Added: (in millions) Crane Payment Innovations Security and Authentication Technologies Total
Balance as of December 31, 2022
+Added: $ 622.4 $ 214.2 $ 836.6
Currency translation 4.3 0.3 4.6
Balance as of December 31, 2023
+Added: $ 626.7 $ 214.5 $ 841.2
+Added: Additions (see Note 3) — 133.7 $ 133.7
Currency translation ( 17.6 ) ( 0.7 ) ( 18.3 )
Balance as of December 31, 2024
+Added: $ 609.1 $ 347.5 $ 956.6
Intangibles with indefinite useful lives, consist of trademarks and tradenames.
If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value.
−Removed: Fair value is calculated using relief from royalty method.
+Added: Fair value is calculated using the relief from royalty method.
We amortize the cost of definite-lived intangibles over their estimated useful lives.
−Removed: In addition to an annual assessment for impairment of indefinite-lived intangible assets, we review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
−Removed: No impairment charges have been required during 2023, 2022 or 2021.
+Added: In addition to an annual assessment for impairment of indefinite-lived intangible assets, we review all our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
+Added: No impairment charges have been required during 2024, 2023 and 2022.
As of December 31, 2024, we had $ 419.3 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives included within intellectual property rights.
As of December 31, 2023, we had $ 308.9 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives included within intellectual property rights.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Changes to intangible assets are as follows:
1 unchanged sentence
Balance at beginning of period, net of accumulated amortization $ 308.9 $ 344.9 $ 388.5
+Added: Additions 161.8 — —
Amortization expense ( 47.0 ) ( 35.9 ) ( 36.0 )
10 unchanged sentences
Customer relationships and backlog 18.9 610.5 293.9 316.6 504.4 269.5 234.9
+Added: Developed Technology 6.8 66.4 26.8 39.6 26.3 21.2 5.1
Other 12.0 71.8 58.8 13.0 73.5 51.8 21.7
4 unchanged sentences
Crane Net Investment.
−Removed: Holdings’ net investment in the Business is presented as “Crane net investment” on the Consolidated and Combined Balance Sheets.
−Removed: The Consolidated and Combined Statements of Changes in Equity include net cash transfers between Holdings and the Business as well as related party receivables and payables between the Business and other Holdings affiliates.
+Added: Prior to the Separation, the Consolidated and Combined Statements of Changes in Equity include net cash transfers between Holdings and the Business as well as related party receivables and payables between the Business and other Holdings affiliates.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Accumulated Other Comprehensive Loss.
−Removed: The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated and Combined Balance Sheets.
+Added: The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated Balance Sheets.
(in millions) Defined Benefit Pension and Other Postretirement Items Currency Translation Adjustment Total (a)
4 unchanged sentences
Balance as of December 31, 2022 9.0 ( 140.5 ) ( 131.5 )
−Removed: Other comprehensive income (loss) before reclassifications 10.9 ( 69.2 ) ( 58.3 )
−Removed: Amounts reclassified from accumulated other comprehensive loss ( 0.9 ) — ( 0.9 )
−Removed: Net period other comprehensive income (loss) 10.0 ( 69.2 ) ( 59.2 )
−Removed: Balance as of December 31, 2022 9.0 ( 140.5 ) ( 131.5 )
Other comprehensive (loss) income before reclassifications ( 3.2 ) 18.1 14.9
2 unchanged sentences
Balance as of December 31, 2023 3.8 ( 122.4 ) ( 118.6 )
−Removed: Net of tax (detriment) benefit of $( 1.5 ) million, $( 2.1 ) million and $ 0.8 million for December 31, 2023, 2022, and 2021, respectively.
+Added: Other comprehensive loss before reclassifications — ( 50.9 ) ( 50.9 )
+Added: Amounts reclassified from accumulated other comprehensive income (loss) ( 3.1 ) — ( 3.1 )
+Added: Net period other comprehensive loss ( 3.1 ) ( 50.9 ) ( 54.0 )
+Added: Balance as of December 31, 2024 $ 0.7 $ ( 173.3 ) $ ( 172.6 )
+Added: Net of tax detriment of $ 1.3 million, $ 1.5 million and $ 2.1 million for December 31, 2024, 2023 and 2022, respectively.
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022.
8 unchanged sentences
Net gain ( 0.9 ) ( 0.7 ) —
+Added: Other (1.4) — —
Total before tax $ ( 3.7 ) $ ( 2.5 ) $ ( 1.2 )
1 unchanged sentence
Total reclassifications for the period $ ( 3.1 ) $ ( 2.0 ) $ ( 0.9 )
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
+Added: Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
2 unchanged sentences
The standard is effective for all public entities for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted.
−Removed: The Company is currently evaluating the potential impact of this standard on its Consolidated and Combined Financial Statements and Disclosures.
+Added: The Company adopted the standard for the year ended December 31, 2024.
+Added: See Note 4, “Segment Information” reflecting the Company’s adoption of this standard.
+Added: Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures which intends to improve the transparency of income tax disclosures.
−Removed: The new standard requires public entities to provide greater disaggregation in their rate reconciliation, including new requirements to present reconciling items on a gross basis within specified categories, to disclose both percentages and dollar amounts, and to disaggregate individual reconciling items by
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: jurisdiction and nature when the effect of the items meets a quantitative threshold.
+Added: The new standard requires public entities to provide greater disaggregation in their rate reconciliation, including new requirements to present reconciling items on a gross basis within specified categories, to disclose both percentages and dollar amounts, and to disaggregate individual reconciling items by jurisdiction and nature when the effect of the items meets a quantitative threshold.
The guidance also includes new requirements to provide users of the financial statements with better information on future cash flow prospects.
1 unchanged sentence
The Company is currently evaluating the potential impact of this standard on its Consolidated and Combined Financial Statements and Disclosures.
−Removed: The Company considered the applicability and impact of other Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to be either not applicable or are not expected to have a material impact on the Company's Consolidated and Combined Statements of Operations, Balance Sheets and Cash Flows.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses which intends to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).
+Added: The standard requires disclosure of these expenses on an interim and annual basis in the notes to the financial statements.
+Added: The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is currently evaluating the potential impact of this standard on its Consolidated and Combined Financial Statements and Disclosures.
+Added: The Company considered the applicability and impact of other Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to be either not applicable or are not expected to have a material impact on the Company's Consolidated and Combined Statements of Operations, Consolidated Balance Sheets and Consolidated and Combined Cash Flows.
Note 2 - Related Parties
9 unchanged sentences
All such amounts were deemed incurred and settled by the Business in the period in which the costs were recorded.
−Removed: The allocated centralized costs for the Business were $ 13.5 million, $ 31.8 million and $ 28.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: The allocated centralized costs for the Business were $ 13.5 million and $ 31.8 million for the years ended December 31, 2023, and 2022, respectively.
These costs are included in “Selling, general and administrative” in the Consolidated and Combined Statements of Operations.
4 unchanged sentences
Separation Costs
−Removed: In connection with the Separation, we have incurred transaction related expenses of $ 20.9 million for the year ended December 31, 2023 recorded in “Selling, general and administrative” in the Consolidated and Combined Statements of Operations.
−Removed: Separation costs primarily consist of professional service fees.
−Removed: There were no allocated transaction-related expenses in connection with the Separation for the years ended December 31, 2022 and 2021.
+Added: In connection with the Separation, we have incurred expenses of $ 0.6 million and $ 20.9 million for the years ended December 31, 2024, and 2023, respectively, recorded in “Selling, general and administrative” in the Consolidated and Combined Statements of Operations.
+Added: Expenses primarily consisted of professional service fees.
+Added: There were no allocated expenses in connection with the Separation for the years ended December 31, 2022.
Cash Management and Financing.
4 unchanged sentences
However, certain legal entities did not participate in Holdings’ centralized cash management program for a variety of reasons.
−Removed: As such, the Business’ cash that was not included in the centralized cash management and financing programs is classified as “Cash and cash equivalents” on our Consolidated and Combined Balance Sheets.
As a result of the Separation, a one-time cash dividend of $ 275 million was issued on April 3, 2023, prior to the Separation, from SpinCo to Holdings, as well as a cash transfer of $ 84 million from Holdings to us.
1 unchanged sentence
Accounts Receivable and Payable.
−Removed: Certain related party transactions between the Business and Holdings have been included within “Crane Net Investment” in the Consolidated and Combined Balance Sheets in the historical periods presented when the
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: related party transactions were not settled in cash.
−Removed: As of December 31, 2022, “Crane Net Investment” included related party loans receivable due from Holdings and its affiliates of $ 27.2 million, and related party loans payable due to Holdings and its affiliates of $ 232.1 million.
−Removed: We recorded related party interest expense related to the loan activity with Holdings and its affiliates of $ 2.5 million, $ 14.4 million and $ 16.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, which are included in the Business’ results as “Related party interest expense” in the Consolidated and Combined Statements of Operations.
+Added: Certain related party transactions between the Business and Holdings have been included within “Crane Net Investment” in the Consolidated and Combined Statement of Changes in Equity in the historical periods presented when the related party transactions were not settled in cash.
+Added: We recorded related party interest expense related to the loan activity with Holdings and its affiliates of $ 2.5 million, $ 14.4 million for the years ended December 31, 2023, and 2022, respectively, which are included in the Business’ results as “Related party interest expense” in the Consolidated and Combined Statements of Operations.
The total effect of the settlement of these related party transactions is reflected with “Net transfers to Crane” as a financing activity in the Consolidated and Combined Statements of Cash Flows.
−Removed: Additionally, prior to the Separation, certain transactions between the Business and other Holdings affiliates were cash-settled on a current basis and, therefore, are reflected in Accounts receivable, net and Accounts payable in the Consolidated and Combined Balance Sheets as of December 31, 2022 in the amounts of $ 0.1 million and $ 1.7 million, respectively.
−Removed: After the Separation, SpinCo and its subsidiaries were identified as related parties.
−Removed: As of December 31, 2023, we have net outstanding receivables with SpinCo and its subsidiaries of $ 0.3 million related to the transition services agreement and $ 4.5 million related to indemnification under the tax matters agreement.
+Added: Additionally, after the Separation, SpinCo and its subsidiaries were identified as related parties.
+Added: As of December 31, 2024, and 2023, we have net outstanding receivables with SpinCo and its subsidiaries of $ 0.0 million and $ 0.3 million, respectively, related to the transition services agreement and outstanding receivables of $ 0.7 million and $ 4.5 million, respectively, related to indemnification under the tax matters agreement.
+Added: Note 3 – Acquisitions
+Added: OpSec Acquisition
+Added: On May 3, 2024, we acquired OpSec Security (“OpSec”), for a base purchase price of $ 270 million on a cash-free and debt-free basis, subject to customary purchase price adjustments .
+Added: The amount paid, net of cash acquired, was $ 269.8 million.
+Added: We utilized $ 210.0 million from our Revolving Facility (as defined in Note 14, “Financing”) and cash on hand to fund the acquisition.
+Added: In September 2024, we received $ 1.4 million related to the final working capital adjustment, resulting in net cash paid of $ 268.4 million.
+Added: OpSec provides authentication solutions, brand and digital content protection serving various commercial brands, government agencies and financial institutions.
+Added: In connection with the acquisition of OpSec, we renamed our “Crane Currency” reportable segment to “Security and Authentication Technologies,” which consists of the Crane Currency business and the acquired OpSec business.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: Allocation of Consideration Transferred to Net Assets Acquired
+Added: The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of OpSec, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC 805.
+Added: Potential adjustments are not expected to be material in relation to the preliminary values presented below:
+Added: Net assets acquired (in millions)
+Added: Total current assets $ 33.6
+Added: Property, plant and equipment 17.3
+Added: Other assets 6.9
+Added: Intangible assets 155.5
+Added: Goodwill 133.7
+Added: Total assets acquired $ 347.0
+Added: Total current liabilities $ 37.4
+Added: Other liabilities 41.2
+Added: Total assumed liabilities $ 78.6
+Added: Net assets acquired $ 268.4
+Added: The amount allocated to other assumed liabilities includes a contingent liability of $ 1.5 million related to a prior OpSec acquisition.
+Added: The amount payable is contingent upon achievement of specific revenue targets and is capped at $ 2.2 million.
+Added: The contingency conditions expire at the end of 2026, at which point if the contingency conditions have not been met, no payment will occur.
+Added: The contingent liability is measured at fair value.
+Added: See Note 15, “Fair Value Measurements” for further details.
+Added: The amount allocated to goodwill reflects expected sales synergies, manufacturing efficiency and research and development.
+Added: Goodwill from this acquisition is not deductible for tax purposes.
+Added: Intangible Assets (dollars in millions)
+Added: Intangible Fair Value Weighted Average Life
+Added: Intellectual property rights $ 1.5 5.0
+Added: Customer relationships 115.5 19.3
+Added: Developed technology 36.5 5.7
+Added: Backlog 2.0 0.7
+Added: Total acquired intangible assets $ 155.5
+Added: The intellectual property rights intangible asset category consists of trade names.
+Added: The fair values of the trade names were determined by using an “income approach,” specifically the relief-from-royalty approach, which is a commonly accepted valuation approach.
+Added: This approach assumes that in lieu of ownership, a company would be willing to pay a royalty to exploit the related benefits of this asset.
+Added: Therefore, a portion of OpSec’s earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the Company’s ownership.
+Added: The trade names are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5 years.
+Added: The fair values of the developed technology intangible assets were also determined by the relief-from-royalty approach.
+Added: Similarly, this approach assumes that in lieu of ownership, a company would be willing to pay a royalty to exploit the related benefits of the technology.
+Added: Therefore, a portion of OpSec’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the Company’s ownership of the technology.
+Added: The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 3 to 6 years.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: The fair values of the customer relationships and backlog intangible assets were determined by using an “income approach,” which is a commonly accepted valuation approach.
+Added: Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows.
+Added: These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured.
+Added: Both the amount and the duration of the cash flows are considered from a market participant perspective.
+Added: The Company’s estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors.
+Added: Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are expected to decline over time.
+Added: The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate.
+Added: The customer relationship is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 16 to 20 years.
+Added: Supplemental Pro Forma Data
+Added: OpSec’s results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 3, 2024.
+Added: During the period since acquisition, OpSec contributed net sales of $ 86.0 million, resulting in operating loss of $ 10.2 million for the year ended December 31, 2024.
+Added: The following unaudited pro forma consolidated and combined information assumes that the acquisition was completed on January 1, 2023.
+Added: The unaudited pro forma consolidated and combined information is provided for illustrative purposes only and is not indicative of our actual consolidated and combined results of operations or consolidated financial position.
+Added: (in millions) For the year ended December 31, 2024 2023
+Added: Net sales $ 1,532.0 $ 1,507.7
+Added: Net income attributable to common shareholders $ 199.7 $ 161.1
+Added: Acquisition-Related Costs
+Added: For the year ended December 31, 2024, we recorded $ 17.9 million of acquisition-related costs within “Selling, general and administrative” in our Consolidated and Combined Statements of Operations.
Note 4 – Segment Information
2 unchanged sentences
The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
−Removed: Our segments are reported on the same basis used internally for evaluating performance and for allocating resources.
−Removed: We currently have two reporting segments:
−Removed: Crane Payment Innovations and Crane Currency.
+Added: In connection with the acquisition of OpSec, we renamed our “Crane Currency” reportable segment to “Security and Authentication Technologies,” which consists of the Crane Currency business and the acquired OpSec business.
+Added: The CPI segment remains unchanged.
+Added: This updated structure is consistent with how the Chief Operating Decision Maker evaluates performance and allocates resources, and better aligns with our mission to secure, detect and authenticate our customers’ most valuable assets.
+Added: As of December 31, 2024, we had two reportable segments:
+Added: Crane Payment Innovations and Security and Authentication Technologies.
+Added: Assets of the reportable segments exclude general corporate assets, which principally consist of cash, deferred tax assets, certain property, plant and equipment, and certain other assets.
+Added: Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, depreciation, and other administrative costs.
+Added: A brief description of each of our segments as of December 31, 2024, is as follows:
Crane Payment Innovations
2 unchanged sentences
Key research and development and manufacturing facilities are located in the United States, the United Kingdom, Mexico, Japan, and Germany, with additional sales offices across the world.
−Removed: Crane Currency
−Removed: Crane Currency provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods and industrial products.
−Removed: Facilities are located in the United States, Sweden and Malta.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: Security and Authentication Technologies
+Added: SAT provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods, and industrial products.
+Added: SAT also provides brand protection, authentication solutions, and digital content protection across online marketplaces, social media platforms, and websites.
+Added: These solutions serve various brands, as well as government agencies and financial insti tutions.
+Added: Key research and development and manufacturing facilities are located in the United States, United Kingdom, Sweden and Malta.
+Added: The chief operating decision maker is our Chief Executive Officer (“CEO”).
+Added: The CEO assesses the segments’ performance by using each segments’ net sales and operating profit.
+Added: The CEO uses net sales and operating profit for each segment predominantly in the annual budget and forecasting process.
+Added: The chief operating decision maker considers budget-to-actual variances on a monthly, quarterly and annual basis for net sales and operating profit when making decisions about the allocation of operating and capital resources to each segment.
+Added: The CEO also uses segment net sales and operating profit for assessing the performance of each segment by comparing the results of each segment with one another and with prior year’s performance, and in determining the compensation of certain employees directly responsible for segment performance.
Financial information by reportable segment is set forth below:
−Removed: (in millions) December 31, 2023 2022 2021
−Removed: Crane Payment Innovations $ 886.4 $ 874.3 $ 805.7
−Removed: Crane Currency 504.9 465.6 539.4
−Removed: Total net sales $ 1,391.3 $ 1,339.9 $ 1,345.1
−Removed: Operating profit and Income before income taxes:
−Removed: Crane Payment Innovations $ 242.8 $ 217.1 $ 164.5
−Removed: Crane Currency 116.3 117.3 145.1
−Removed: Corporate ( 72.3 ) ( 33.1 ) ( 30.4 )
−Removed: Total operating profit (a)
−Removed: $ 286.8 $ 301.3 $ 279.2
+Added: (in millions) Year ended December 31, 2024
+Added: Crane Payment Innovations Security and Authentication Technologies Corporate Total
+Added: Net Sales $ 873.2 $ 613.6 $ — $ 1,486.8
+Added: Cost of operations 394.2 323.6 —
+Added: Selling and administrative expense 160.6 94.2 ( 70.5 )
+Added: Engineering expense 43.8 27.2 —
+Added: Other segment items (a)
+Added: Operating profit (loss) 228.4 110.9 ( 70.5 ) 268.8
Interest income 1.6
Interest expense ( 47.8 )
+Added: Miscellaneous income, net 3.8
+Added: Income before income taxes $ 226.4
+Added: Capital expenditures $ 7.9 $ 37.5 $ 0.1 $ 45.5
+Added: Depreciation and amortization $ 29.3 $ 55.1 $ 2.4 $ 86.8
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: (in millions) Year ended December 31, 2023
+Added: Crane Payment Innovations Security and Authentication Technologies Corporate Total
+Added: Net Sales $ 886.4 $ 504.9 $ — $ 1,391.3
+Added: Cost of operations 373.3 297.6 —
+Added: Selling and administrative expense 152.9 72.1 72.3
+Added: Engineering expense 51.5 18.7 —
+Added: Other segment items (a)
+Added: Operating profit (loss) 242.8 116.3 ( 72.3 ) 286.8
+Added: Interest income 1.1
+Added: Interest expense ( 48.1 )
Related party interest expense ( 2.5 )
2 unchanged sentences
Capital expenditures $ 7.6 $ 25.9 $ 1.6 35.1
−Removed: Crane Payment Innovations $ 7.6 $ 5.0 $ 4.5
−Removed: Crane Currency 25.9 16.3 14.1
−Removed: Corporate 1.6 — —
−Removed: Total capital expenditures $ 35.1 $ 21.3 $ 18.6
Depreciation and amortization $ 31.2 $ 44.2 $ 2.2 77.6
−Removed: Crane Payment Innovations $ 31.2 $ 32.9 $ 34.5
−Removed: Crane Currency 44.2 45.3 46.8
−Removed: Corporate 2.2 0.5 0.5
−Removed: Total depreciation and amortization $ 77.6 $ 78.7 $ 81.8
−Removed: For the year ended December 31, 2023, 2022 and 2021, operating profit includes net restructuring charges (gains) of $ 0.5 million, $ 6.2 million, and $( 3.7 ) million respectively.
−Removed: See Note 15, “Restructuring” for discussion of the restructuring charges.
+Added: (in millions) Year ended December 31, 2022
+Added: Crane Payment Innovations Security and Authentication Technologies Corporate Total
+Added: Net Sales $ 874.3 $ 465.6 $ — $ 1,339.9
+Added: Cost of operations 369.6 238.2 —
+Added: Selling and administrative expense 156.3 67.5 33.1
+Added: Engineering expense 56.7 11.3 —
+Added: Other segment items (a)
+Added: Operating profit (loss) 217.1 117.3 ( 33.1 ) 301.3
+Added: Interest income 0.2
+Added: Interest expense ( 41.9 )
+Added: Related party interest expense ( 14.4 )
+Added: Miscellaneous income, net 3.1
+Added: Income before income taxes $ 248.3
+Added: Capital expenditures $ 5.0 $ 16.3 $ — 21.3
+Added: Depreciation and amortization $ 32.9 $ 45.3 $ 0.5 78.7
+Added: Includes other cost of operations such as manufacturing costs, amortization expenses, shipping and handling costs, and certain overhead expenses, as well as corporate allocations.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
10 unchanged sentences
Crane Payment Innovations $ 609.1 $ 626.7
−Removed: Crane Currency 214.5 214.2
+Added: Security and Authentication Technologies 347.5 214.5
Total goodwill $ 956.6 $ 841.2
Crane Payment Innovations $ 1,187.1 $ 1,279.1
−Removed: Crane Currency 814.4 863.3
+Added: Security and Authentication Technologies 1,178.2 814.4
Corporate 21.2 35.9
17 unchanged sentences
Total Crane Payment Innovations $ 873.2 $ 886.4 $ 874.3
−Removed: Crane Currency Products $ 504.9 $ 465.6 $ 539.4
+Added: Security and Authentication Technologies
+Added: Banknotes and Security Products 521.9 500.4 461.0
+Added: Authentication Products and Solutions 91.7 4.5 4.6
+Added: Total Security and Authentication Technologies $ 613.6 $ 504.9 $ 465.6
Total Net Sales $ 1,486.8 $ 1,391.3 $ 1,339.9
2 unchanged sentences
As of December 31, 2024, backlog was $ 394.1 million.
−Removed: We expect to recognize approximately 85 % of our remaining performance obligations as revenue in 2024, 9 % in 2025 and the balance thereafter.
+Added: We expect to recognize approximately 90 % of our remaining performance obligations as revenue in 2025 and 10 % in 2026.
Contract Assets and Contract Liabilities
4 unchanged sentences
Revenue related to contract liabilities is recognized when control is transferred to the customer.
−Removed: We report contract assets, which are included within “Other current assets” in our Consolidated and Combined Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” in our Consolidated and Combined Balance Sheets, on a contract-by-contract net basis at the end of each reporting period.
+Added: We report contract assets, which are included within “Other current assets” in our Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” and “Other liabilities” in our Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period.
Net contract assets and contract liabilities were as follows:
2 unchanged sentences
Contract liabilities $ 71.4 $ 92.5
+Added: Long-term contract liabilities $ 13.5 $ —
During 2024 we recognized revenue of $ 80.0 million related to contract liabilities as of December 31, 2023.
−Removed: The business had one individually significant customer within the Crane Currency segment with net sales of $ 213.1 million, $ 231.9 million and $ 242.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: The business had one individually significant customer within the Security and Authentication Technologies segment with net sales of $ 209.2 million, $ 213.1 million and $ 231.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Note 6 – Research and Development
24 unchanged sentences
Plan participants’ contributions 0.4 0.4 — —
−Removed: Actuarial loss (gain) 7.4 ( 24.3 ) ( 2.9 ) ( 6.4 )
+Added: Actuarial (gain) loss ( 1.0 ) 7.4 ( 0.4 ) ( 2.9 )
Settlements ( 2.3 ) ( 3.7 ) — —
14 unchanged sentences
Funded status $ 7.4 $ 5.9 $ ( 11.5 ) $ ( 12.7 )
+Added: In the U.S., 2024 actuarial gains in the projected benefit obligation were primarily the result of the loss of one of the participants who had the largest benefit and an increase in the discount rate.
+Added: Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1 % of expected year end obligations.
+Added: In the non-U.S.
+Added: countries, 2024 actuarial gains in the projected benefit obligation were primarily the result of decreases in interest crediting rates and the mortality update for a United Kingdom entity, offset by the overall decrease in discount rates and increase in United Kingdom inflation.
+Added: Other sources of gains or losses such as plan experience, updated census data, and minor adjustments to other actuarial assumptions generated combined losses well under 1 % of expected year end obligations.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
In the U.S., 2023 actuarial losses in the projected benefit obligation were primarily the result of a decrease in the discount rate.
3 unchanged sentences
Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation, mortality table updates and minor adjustments to other actuarial assumptions generated combined losses of less than 2 % of expected year end obligations.
−Removed: In the U.S., 2022, there was no allocated benefit obligation.
−Removed: In the non-U.S.
−Removed: countries, 2022 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates.
−Removed: Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation and minor adjustments to other actuarial assumptions generated combined gains of 2 % of expected year end obligations.
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Amounts recognized on our Consolidated and Combined Balance Sheets consist of:
+Added: Amounts recognized on our Consolidated Balance Sheets consist of:
Pension Benefits Postretirement Benefits
30 unchanged sentences
Recognized curtailment gain — ( 0.1 ) — — — —
−Removed: Settlement (gain) loss ( 0.3 ) — 0.1 — — —
−Removed: Net periodic (benefit) cost $ ( 0.3 ) $ 0.1 $ ( 0.9 ) $ ( 0.9 ) $ ( 0.4 ) $ ( 0.3 )
+Added: Settlement gain — ( 0.3 ) — — — —
+Added: Other ( 1.4 ) — — — — —
+Added: Net periodic cost (benefit) $ ( 1.0 ) $ ( 0.3 ) $ 0.1 $ ( 1.1 ) $ ( 0.9 ) $ ( 0.4 )
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
2 unchanged sentences
For the year ended December 31, 2024 2023 2022 2024 2023 2022
−Removed: Discount rate 4.02 % N/A N/A 5.00 % 5.40 % 2.70 %
+Added: Discount rate 4.39 % 4.02 % N/A 5.50 % 5.00 % 5.40 %
Rate of compensation increase N/A N/A N/A N/A N/A N/A
−Removed: Interest credit rate 4.02 % N/A N/A N/A N/A N/A
+Added: Interest credit rate 4.39 % 4.02 % N/A N/A N/A N/A
Discount rate 2.52 % 2.57 % 3.17 % N/A N/A N/A
4 unchanged sentences
For the year ended December 31, 2024 2023 2022 2024 2023 2022
−Removed: Discount rate 5.43 % N/A N/A 5.40 % 2.70 % 2.30 %
+Added: Discount rate 4.02 % 5.43 % N/A 5.40 % 5.40 % 2.70 %
Expected rate of return on plan assets N/A N/A N/A N/A N/A N/A
Rate of compensation increase N/A N/A N/A N/A N/A N/A
−Removed: Interest credit rate 3.62 % N/A N/A N/A N/A N/A
+Added: Interest credit rate 4.02 % 3.62 % N/A N/A N/A N/A
Discount rate 2.57 % 3.17 % 1.02 % N/A N/A N/A
13 unchanged sentences
Year that the rate reaches the ultimate trend rate 2035 2035
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.
+Added: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Our pension plan target allocations and weighted-average asset allocations by asset category are as follows, along with the actual allocation related to the Dedicated Plans:
42 unchanged sentences
Insurance / Annuity Contract(s) — 8.2 — — 8.2
−Removed: International Property Funds — — — 0.8 0.8
Total Fair Value $ 0.5 $ 8.2 $ 19.4 $ 55.4 $ 83.5
12 unchanged sentences
We also have a non-qualified Supplemental Executive Retirement Plan (“SERP”).
−Removed: The SERP, which is not funded, is intended to provide retirement benefits for certain executive officers who were formerly employees of Crane Currency prior to the acquisition of Crane Currency in 2018.
+Added: The SERP, which is not funded, is intended to provide retirement benefits for certain executive officers who were formerly employees of Security and Authentication Technologies prior to the acquisition of Crane Currency in 2018.
Benefit amounts are based upon years of service and compensation of the participating employees.
−Removed: We recorded minimal pre-tax settlement gain in 2023.
−Removed: We recorded a pre-tax settlement loss of $ 0.1 million in 2022.
−Removed: Accrued SERP benefits, which were recorded in Accrued liabilities and Accrued pension and postretirement benefits in the Consolidated and Combined Balance Sheets, were $ 1.7 million and $ 2.2 million as of December 31, 2023 and 2022, respectively.
+Added: We recorded no pre-tax settlement gain or loss in 2024.
+Added: We recorded minimal pre-tax settlement gain and loss in 2023 and 2022, respectively.
+Added: Accrued SERP benefits, which were recorded in Accrued liabilities and Accrued pension and postretirement benefits in the Consolidated Balance Sheets, were $ 1.3 million and $ 1.7 million as of December 31, 2024, and 2023, respectively.
Employer contributions made to the SERP were $ 0.1 million, $ 0.7 million and $ 1.0 million in 2024, 2023 and 2022, respectively.
11 unchanged sentences
Upon the exchange, there were 0.5 million options outstanding related to Crane NXT associates and 0.6 million options outstanding related to SpinCo associates.
−Removed: There was no significant incremental stock-based compensation expense recorded as a result of the equity award conversions.
The modification of the performance-based restricted share units resulted in a liability recorded upon Separation.
−Removed: The amount of the liability was $ 1.9 million as of December 31, 2023.
+Added: The amount of the liability was $ 1.6 million and $ 1.9 million as of December 31, 2024, and 2023, respectively.
At December 31, 2024, we had stock-based compensation awards outstanding under the following shareholder-approved plans:
7 unchanged sentences
Stock Options
−Removed: Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant.
+Added: Options are granted under the Stock Incentive Plan to officers and other key employees at an exercise price equal to the closing price on the date of grant.
Unless otherwise determined by the Compensation Committee which administers the plan, options vest in four installments of 25 % per year over four years beginning on the first anniversary of the grant date.
−Removed: All options granted to directors and options granted to officers and employees after 2014 expire 10 years after the date of grant.
−Removed: Prior to the Separation, Holdings determined the fair value of each grant using the Black-Scholes option pricing model.
−Removed: The weighted-average assumptions for grants made by Holdings during the years ended December 31, 2023, 2022 and 2021 are as follows:
+Added: All options granted to officers and employees after 2014 expire 10 years after the date of grant.
+Added: We determine the fair value of each grant using the Black-Scholes option pricing model.
+Added: The weighted-average assumptions for grants during the years ended December 31, 2024, 2023 and 2022 are as follows:
2024 2023 2022
3 unchanged sentences
Expected lives in years 7.7 7.7 7.2
−Removed: Expected dividend yield is based on Holdings’ dividend rate.
−Removed: Expected stock volatility was determined based upon the historical volatility for the four-year period preceding the date of grant.
−Removed: The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S.
+Added: For 2024, expected dividend yield was based on our dividend rate.
+Added: For 2023 and 2022, expected dividend yield was based on Holdings’ dividend rate.
+Added: For 2024, expected stock volatility was based on a weighted blend of our available stock price history and the median historical volatility of members of a volatility peer group.
+Added: For 2023 and 2022, expected stock volatility was determined based upon Holdings’ historical volatility for the four-year period preceding the date of grant.
+Added: For 2024, 2023 and 2022, the risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S.
constant maturities over the expected life of the option.
−Removed: The expected lives of the awards represent the period of time that options granted are expected to be outstanding.
+Added: For 2024, 2023 and 2022, the expected lives of the awards represented the period of time that options granted are expected to be outstanding.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
5 unchanged sentences
Options outstanding as of January 1, 2024 511 $ 35.04
−Removed: Converted in Distribution (b)
+Added: Granted 83 58.00
Exercised ( 116 ) 27.78
3 unchanged sentences
(a) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for in the money options at December 31, 2024.
−Removed: (b) Excludes 611,932 of options issued to SpinCo employees.
−Removed: Included in our stock-based compensation was expense recognized for our stock option awards of $ 4.8 million for the year ended December 31, 2023.
−Removed: For the years ended December 31, 2022 and 2021, $ 1.9 million and $ 2.0 million, respectively, were allocated to the Company.
−Removed: The total net cash received from these option exercises during 2023 was $ 4.4 million and is reflected in the Consolidated and Combined Statement of Cash Flows as “Stock options exercised, net of shares reacquired” within financing activities.
−Removed: The total cash received from option exercises during 2022 and 2021 was $ 1.6 million and $ 1.5 million, respectively, and is reflected in the Consolidated and Combined Statements of Cash Flows as “Net transfers to Crane” within financing activities.
+Added: Included in our stock-based compensation was expense recognized for our stock option awards of $ 1.4 million and $ 4.8 million for the years ended December 31, 2024 and 2023, respectively.
+Added: For the year ended December 31, 2022, $ 1.9 million was allocated to the Company.
+Added: During 2024, the weighted-average fair value of options granted was $24.41, the total fair value of shares vested was $1.3 million, and the total intrinsic value of options exercised was $3.6 million.
+Added: The total cash received from these option exercises during 2024 and 2023 was $ 3.3 million and $ 5.0 million, respectively, and is reflected in the Consolidated and Combined Statement of Cash Flows as “Proceeds from stock options exercised” within financing activities.
+Added: The total cash received from option exercises during 2022 was $ 1.6 million and is reflected in the Consolidated and Combined Statements of Cash Flows in “Net transfers to Crane” within financing activities.
The tax benefit realized for the tax deductions from these option exercises was $ 0.4 million, $ 0.4 million and $ 0.3 million as of December 31, 2024, 2023 and 2022, respectively.
4 unchanged sentences
compared to the S&P Midcap 400 Capital Goods Group over a three-year period, with payout potential ranging from 0 % to 200 % but capped at 100 % if our three-year total shareholder return is negative.
−Removed: Included in our stock-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $ 5.5 million.
−Removed: For the years ended December 31, 2022 and 2021, $ 7.4 million and $ 6.6 million, respectively, were allocated to the Company.
+Added: The fair value of performance-based restricted share units is calculated using a Monte Carlo pricing model on the date of grant.
+Added: Included in our stock-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $ 9.2 million and $ 5.5 million for the years ended December 31, 2024, and 2023, respectively.
+Added: For the year ended December 31, 2022, $ 7.4 million was allocated to the Company.
The tax benefit for the vesting of the restricted share units was $ 0.8 million, $ 0.5 million and $ 0.5 million as of December 31, 2024, 2023 and 2022, respectively.
5 unchanged sentences
Restricted share units as of January 1, 2024 412 $ 40.18
−Removed: Restricted share units converted in Distribution (a)
Restricted share units granted 187 57.72
5 unchanged sentences
Restricted share units as of December 31, 2024 461 $ 51.07
−Removed: (a) Excludes 190,900 of restricted shares units issued to SpinCo employees.
Note 9 - Leases
Arrangements that explicitly or implicitly relate to property, plant and equipment are assessed at inception to determine if the arrangement is or contains a lease.
−Removed: Generally, we enter into operating leases as the lessee and recognize right-of-use assets and lease liabilities based on the present value of future lease payments over the lease term.
+Added: Generally, we enter operating leases as the lessee and recognize right-of-use assets and lease liabilities based on the present value of future lease payments over the lease term.
We lease certain vehicles, equipment, manufacturing facilities, and non-manufacturing facilities.
7 unchanged sentences
We do not enter arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to incurring additional financial obligations.
−Removed: Furthermore, we also have not entered into any significant sublease arrangements.
+Added: Furthermore, we also have not entered any significant sublease arrangements.
We use our collateralized incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification.
The rate implicit in the lease is generally unknown, as we generally operate in the capacity of the lessee.
−Removed: Our Consolidated and Combined Balance Sheets include the following related to leases:
+Added: Our Consolidated Balance Sheets include the following related to leases:
(in millions) December 31, Classification 2024 2023
3 unchanged sentences
Total lease liabilities $ 63.3 $ 49.8
−Removed: The components of lease cost were as follows:
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
+Added: The components of lease cost were as follows:
(in millions) December 31, 2024 2023 2022
47 unchanged sentences
State and local taxes, net of federal benefit 0.2 % 1.0 % 1.2 %
−Removed: research and development tax credit ( 0.7 ) % ( 0.4 ) % ( 0.9 ) %
+Added: Changes in reserves for uncertain tax positions ( 2.7 ) % ( 1.3 ) % ( 1.1 ) %
deduction for foreign - derived intangible income ( 1.0 ) % ( 0.8 ) % ( 1.0 ) %
3 unchanged sentences
Pillar 2 addresses the risks associated with profit shifting to entities in low tax jurisdictions.
−Removed: We are currently assessing the impact of this minimum tax on our business.
−Removed: As of December 31, 2023, we have made the following determinations with regard to our non-U.S.
+Added: The impact of the adoption of Pillar 2 in 2024 was approximately $2.8 million.
+Added: As of December 31, 2024, we have made the following determinations regarding our non-U.S.
(in millions) Permanently reinvested Not permanently reinvested
6 unchanged sentences
Tax Related to Comprehensive Income
−Removed: During 2023, 2022 and 2021, tax provision of $ 0.5 million, $ 2.8 million and $ 0.7 million, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.
+Added: During 2024, 2023 and 2022, tax provisions of $ 0.5 million, $ 0.5 million and $ 2.8 million, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.
Deferred Taxes and Valuation Allowances
−Removed: The components of deferred tax assets and liabilities included in our Consolidated and Combined Balance Sheets are as follows:
+Added: The components of deferred tax assets and liabilities included in our Consolidated Balance Sheets are as follows:
(in millions) December 31, 2024 2023
3 unchanged sentences
Capitalized Research and Development 16.1 9.0
−Removed: Accrued Bonuses and Stock Based Compensation 1.1 1.8
+Added: Accruals and Reserves 9.5 8.3
Pension and Post Retirement Benefits 3.3 2.4
8 unchanged sentences
Total deferred tax liabilities $ ( 161.6 ) $ ( 137.3 )
−Removed: Net deferred tax asset (liability) $ ( 101.8 ) $ ( 103.2 )
+Added: Net deferred tax liability $ ( 116.8 ) $ ( 101.8 )
Balance sheet classification:
1 unchanged sentence
Long-term deferred tax liability ( 119.0 ) ( 104.5 )
−Removed: Net deferred tax asset (liability) $ ( 101.8 ) $ ( 103.2 )
−Removed: Our total valuation allowance as of December 31, 2023 and 2022 was $ 46.4 million and $ 19.3 million, respectively.
−Removed: The change in valuation allowance primarily resulted from the transfer of state net operating losses and associated valuation allowances from SpinCo to the Company as a result of the Separation.
+Added: Net deferred tax liability $ ( 116.8 ) $ ( 101.8 )
As of December 31, 2024, we had U.S.
5 unchanged sentences
Losses Non-U.S.
+Added: Tax Credits Non- U.S.
2025-2029 $ — $ — $ 1.1 $ 113.2 $ — $ 0.3
6 unchanged sentences
As of December 31, 2024, and 2023, we determined that it was more likely than not that $ 43.6 million and $ 46.4 million, respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized.
−Removed: As a result, we recorded a valuation allowance against these deferred tax assets.
−Removed: We also determined that it is more likely than not that a portion of the benefit related to U.S.
−Removed: state and non-U.S.
−Removed: deferred tax assets other than tax loss and credit carryforwards will not be realized.
−Removed: Accordingly, as of December 31, 2023 and 2022, a valuation allowance of $ 0.0 million and $ 6.0 million, respectively, was
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: established against these U.S.
−Removed: state and non-U.S.
−Removed: deferred tax assets.
−Removed: Our total valuation allowance as of December 31, 2023 and 2022 was $ 46.4 million and $ 19.3 million, respectively.
Unrecognized Tax Benefits
2 unchanged sentences
Balance of liability as of January 1, $ 16.5 $ 7.6 $ 10.3
−Removed: Increase as a result of tax positions taken during a prior year — — —
−Removed: Decrease as a result of tax positions taken during a prior year ( 0.2 ) — —
−Removed: Increase as a result of tax positions taken during the current year 0.5 0.4 0.2
−Removed: Decrease as a result of settlements with taxing authorities ( 0.1 ) — ( 0.8 )
−Removed: Reduction as a result of a lapse of the statute of limitations ( 5.2 ) ( 3.1 ) ( 0.5 )
+Added: Increase (decrease) as a result of:
+Added: Tax positions taken during a prior year ( 1.0 ) ( 0.2 ) —
+Added: Tax positions taken during the current year 0.4 0.5 0.4
+Added: Settlements with taxing authorities — ( 0.1 ) —
+Added: Lapse of the statute of limitations ( 7.8 ) ( 5.2 ) ( 3.1 )
Other — 13.9 —
2 unchanged sentences
The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes.
−Removed: As of December 31, 2023, the Company has recorded a gross unrecognized tax benefit of $ 13.9 million due to the Separation from SpinCo which is included in the above table as “Other.” This reflects SpinCo’s share of gross unrecognized tax benefit for pre-Separation periods when SpinCo’s operations were included in the Company’s consolidated tax returns.
−Removed: The Company has also recorded an indemnification receivable of $ 7.1 million from SpinCo per the terms of the Tax Matters Agreement described in Note 1, “Nature of Operations and Significant Accounting Policies.”
+Added: As of December 31, 2024, and 2023, we had gross unrecognized benefits, including interest and penalties of $ 9.4 million, and $ 19.3 million, respectively, included in “Other liabilities” in our Consolidated Balance Sheets.
+Added: As of December 31, 2023, the Company has recorded a gross unrecognized tax benefit of $ 13.9 million due to the Separation from SpinCo which is included in the above table as “Other.” As of December 31, 2024, and 2023, the Company had an indemnification receivable of $ 3.1 million, and $ 7.1 million, respectively, from SpinCo per the terms of the Tax Matters Agreement described below.
+Added: The Tax Matters Agreement specifies the rights, responsibilities, and obligations after the Separation with respect to tax liabilities and benefits.
+Added: The agreement specifies the portion, if any, of this tax liability for which we and SpinCo will bear responsibility, and we and SpinCo agreed to indemnify each other against any amounts for which they are not responsible.
We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax expense.
During the years ended December 31, 2024, 2023 and 2022, we recognized interest and penalty income of $ 1.0 million, $ 0.1 million and $ 0.4 million, respectively, in our Consolidated and Combined Statements of Operations.
−Removed: As of December 31, 2023 and 2022, we had accrued $ 2.8 million and $ 1.2 million, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated and Combined Balance Sheets.
+Added: As of December 31, 2024, and 2023, we had accrued $ 1.3 million and $ 2.8 million, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated Balance Sheets.
During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by $ 3.7 million due to settlements of income tax examinations, the expiration of statutes of limitations or other resolution of uncertainties.
10 unchanged sentences
Currently, we and our subsidiaries are under examination in various jurisdictions.
−Removed: The Tax Matters Agreement specifies the rights, responsibilities, and obligations after the Separation with respect to tax liabilities and benefits.
−Removed: The agreement specifies the portion, if any, of this tax liability for which we and SpinCo will bear responsibility, and we and SpinCo agreed to indemnify each other against any amounts for which they are not responsible.
−Removed: The Accrued Income Tax Liability computed on a stand-alone entity basis resulted in a decrease of approximately $ 10.2 million adjusted in our Consolidated and Combined Statements of Changes in Equity through “Crane Net Investment” upon the Separation.
−Removed: As of December 31, 2023, we had an accrued income tax liability of $ 12.8 million included in “U.S.
−Removed: and foreign taxes on income” in our Consolidated and Combined Balance Sheets.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
15 unchanged sentences
Long-term lease liabilities $ 52.7 $ 42.6
+Added: Long-term contract liabilities 13.5 —
Accrued taxes 9.4 19.3
5 unchanged sentences
These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available.
−Removed: If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred.
+Added: If either or both criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred.
If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable.
5 unchanged sentences
Term Facility $ — $ 4.6
−Removed: 4.45 % notes due December 2023
+Added: Revolving Facility 210.0 —
Total short-term borrowings (a)
7 unchanged sentences
(a ) Debt discounts and debt issuance costs totaled $ 9.4 million and $ 10.1 million as of December 31, 2024, and 2023, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.
−Removed: 4.45 % notes due December 2023 - In December 2013, we issued 10 year notes having an aggregate principal amount of $ 300 million.
−Removed: The notes are unsecured, senior obligations that matured on December 15, 2023 and bear interest at 4.45 % per annum, payable semi-annually on June 15 and December 15 of each year.
−Removed: The notes have no sinking fund requirement, but may be redeemed, in whole or part, at our option.
−Removed: These notes do not contain any material debt covenants or cross default provisions.
−Removed: If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest.
−Removed: Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes.
−Removed: Including debt issuance cost amortization, these notes have an effective annualized interest rate of 4.56 %.
−Removed: The notes were issued under an indenture dated as of December 13, 2013.
−Removed: The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
−Removed: On March 3, 2023, Holdings notified bondholders of its intent to redeem all its outstanding $ 300 million aggregate principal amount of its 4.45 % senior notes due 2023 on April 4, 2023.
−Removed: We completed the redemption on April 4, 2023.
−Removed: Credit Faciliti es - We are party to a senior secured credit agreement (the “Credit Agreement”) entered into on March 17, 2023, which provides for (i) a $ 500 million, five-year revolving credit facility (the “Revolving Facility”) and (ii) a $ 350 million, three-year term loan facility (the “Term Facility”), funding under each of which became available in connection with the Separation, upon the satisfaction of customary conditions of facilities of this type.
−Removed: On March 31, 2023, we borrowed the full amount of the Term Facility.
−Removed: During the year ended December 31, 2023, we repaid $ 245.0 million of the Term Facility.
+Added: Credit Faciliti es - We are party to a senior secured credit agreement (the “Credit Agreement”) entered into on March 17, 2023, which provides for a $ 500 million, five-year revolving credit facility (the “Revolving Facility”), funding under which became available in connection with the Separation.
+Added: On December 9, 2024, we entered into an amendment to the Credit Agreement which increased the Revolving Facility by $ 200 million to an aggregate $ 700 million and provided a delayed draw term loan of 300 million British pounds to be used as part of the funding for the De La Rue Authentication Solutions acquisition.
+Added: The delayed draw term loan is subject to customary closing conditions including the closing of the De La Rue Authentication Solutions acquisition.
+Added: On March 17, 2023, we also entered into a $ 350 million, 3-year term loan facility (the “Term Facility”), funding under which became available in connection with the Separation.
+Added: On December 9, 2024, proceeds from the Revolving Facility were used to repay the outstanding Term Facility.
+Added: During the year ended December 31, 2024, we drew down $ 448.5 million and repaid $ 238.5 million on the Revolving Facility, for total net proceeds of $210 million primarily to fund the OpSec acquisition.
The Revolving Facility allows us to borrow, repay and re-borrow funds from time to time prior to the maturity of the Revolving Facility without any penalty or premium, subject to customary borrowing conditions for facilities of this type and the reimbursement of breakage costs.
−Removed: Borrowings under the Term Facility are prepayable without premium or penalty, subject to customary reimbursement of breakage costs.
−Removed: Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) adjusted term Secured Overnight Financing Rate (SOFR) plus a credit spread adjustment of 0.10 % for the applicable interest period plus a margin ranging from 1.50 % to 2.25 % or (2) a base rate plus a margin ranging from 0.50 % to 1.25 %, in each case, with such margin determined based on the lower of the ratings of our senior, unsecured long-term debt (the “Ratings”) and our total net leverage ratio.
+Added: Borrowings under the Term Facility were prepayable without premium or penalty, subject to customary reimbursement of breakage costs.
+Added: Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) adjusted term Secured Overnight Financing Rate (SOFR) plus a credit spread adjustment of 0.10 % for the applicable interest period plus a margin ranging from 1.50 % to 2.25 % or (2) a base rate plus a margin ranging from 0.50 % to 1.25 %, in each case, with such margin as determined by the lower of corporate family credit ratings issued by Moody’s and S&P (the “Ratings”) and our total net leverage ratio.
We are required to pay a fee on undrawn commitments under the Revolving Facility at a rate per annum that ranges from 0.20 % to 0.35 %, based on the lower of the Ratings and our total net leverage ratio.
1 unchanged sentence
As of the last day of each fiscal quarter, our total net leverage ratio cannot exceed 3.50 to 1.00 (provided that, at our election, such maximum ratio may be increased to 4.00 to 1.00 for specified periods following our consummation of certain material acquisitions) and our minimum interest coverage ratio must be at least 3.00 to 1.00.
−Removed: The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain
+Added: The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.
6.55 % notes due November 2036 - In November 2006, we issued 30-year notes having an aggregate principal amount of $ 200 million.
−Removed: The notes are unsecured, senior obligations of us that mature on November 15, 2036 and bear interest at 6.55 % per annum, payable semi-annually on May 15 and November 15 of each year.
+Added: The notes are secured, senior obligations of us that mature on November 15, 2036, and bear interest at 6.55 % per annum, payable semi-annually on May 15 and November 15 of each year.
The notes have no sinking fund requirement, but may be redeemed, in whole or in part, at our option.
These notes do not contain any material debt covenants or cross default provisions.
−Removed: If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest.
+Added: If there is a change in control of the Company, and if consequently, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest.
Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes.
1 unchanged sentence
The notes were issued under an indenture dated as of April 1, 1991.
−Removed: The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
+Added: The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
4.20 % notes due March 2048 - On February 5, 2018, we completed a public offering of $ 350 million aggregate principal amount of 4.20 % Senior Notes due 2048 (the "2048 Notes").
2 unchanged sentences
These notes do not contain any material debt covenants or cross default provisions.
−Removed: If there is a change in control of the Company, and if as a consequence, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest.
+Added: If there is a change in control of the Company, and if consequently, the notes are rated below investment grade by both Moody’s Investors Service and Standard & Poor’s, then holders of the notes may require us to repurchase them, in whole or in part, for 101 % of the principal amount plus accrued and unpaid interest.
Debt issuance costs are deferred and included in long-term debt and are amortized as a component of interest expense over the term of the notes.
1 unchanged sentence
The notes were issued under an indenture dated as of February 5, 2018.
−Removed: The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
+Added: The indentures contain certain restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness, enter certain sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries.
Other – As of December 31, 2024, we had open standby letters of credit on our behalf of $ 38.8 million issued pursuant to a $ 176.1 million uncommitted Letter of Credit Reimbursement Agreement, and certain other credit lines.
8 unchanged sentences
Total indebtedness to capitalization 41.3 %
−Removed: Note 14 – Fair Value Measurements
−Removed: Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
−Removed: Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability.
−Removed: The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
−Removed: The standards describe three levels of inputs that may be used to measure fair value:
−Removed: Quoted prices in active markets for identical or similar assets and liabilities.
−Removed: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
−Removed: Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
−Removed: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
−Removed: Valuation Technique
−Removed: The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
−Removed: We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange.
−Removed: We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows.
−Removed: We do not hold or issue derivative financial instruments for trading or speculative purposes.
−Removed: Foreign exchange contracts not designated as hedging instruments had a notional value of $ 85.7 million as of December 31, 2022.
−Removed: We had no such hedging instruments as of December 31, 2023.
−Removed: Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates.
−Removed: Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy.
−Removed: Such derivative receivable amounts are recorded within “ Other current assets ” on our Consolidated and Combined Balance Sheets and were $ 5.8 million as of the years ended December 31, 2022.
−Removed: We had no such derivative receivables as of December 31, 2023.
−Removed: Available-for-sale securities consist of rabbi trust investments that hold marketable securities for the benefit of participants in our Supplemental Executive Retirement Plan.
−Removed: These investments are measured at fair value using quoted market prices in an active market and are therefore classified within Level 1 of the valuation hierarchy.
−Removed: During the second quarter of 2023, the rabbi trust investments were distributed to the beneficiaries and the rabbi trust investment account was closed.
−Removed: The fair value of available-for-sale securities was $ 0.4 million as of December 31, 2022 and is recorded within “Other assets” on our Consolidated and Combined Balance Sheets.
−Removed: We had no such fair value of available-for-sale securities as of December 31, 2023.
−Removed: Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange.
−Removed: The estimated fair value of long-term debt is measured using Level 2 inputs and was $ 469.5 million and $ 753.1 million as of December 31, 2023 and 2022, respectively.
+Added: Note 15 – Fair Value Measurements
+Added: The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of December 31, 2024, and December 31, 2023.
+Added: December 31, 2024 (in millions) Location on Consolidated Balance Sheets Active Markets for Identical Assets and Liabilities
+Added: Level 1 Other
+Added: Level 2 Unobservable
+Added: Level 3 Total
+Added: Foreign exchange contract not designated as hedging instrument 1
+Added: Accounts Receivable $ — $ 0.1 $ — $ 0.1
+Added: Foreign exchange contract not designated as hedging instrument 1
+Added: Accrued Liabilities $ — $ 3.1 $ — $ 3.1
+Added: Long-term debt Long-term debt $ — $ 430.1 $ — $ 430.1
+Added: Performance-based restricted share units
+Added: Other Liabilities $ 1.6 $ — $ — $ 1.6
+Added: Contingent Liability Other Liabilities $ — $ — $ 1.5 $ 1.5
+Added: 1 Notional value of $ 65.0 million
+Added: December 31, 2023 (in millions) Location on Consolidated Balance Sheets Active Markets for Identical Assets and Liabilities
+Added: Level 1 Other
+Added: Level 2 Unobservable
+Added: Level 3 Total
+Added: Long-term debt Long-term debt $ — $ 469.5 $ — $ 469.5
+Added: Performance-based restricted share units
+Added: Other Liabilities $ 1.9 $ — $ — $ 1.9
Note 16 – Restructuring
−Removed: 2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated modest workforce reductions in CPI of approximately 140 employees, or about 4 % of our global workforce.
−Removed: We expect to substantially complete the program in the first quarter of 2024 in the U.S.
−Removed: with foreign jurisdictions extending through the end of 2026.
−Removed: We recorded a charge of $ 0.5 million and $ 6.2 million for the years ended December 31, 2023 and 2022, respectively.
+Added: 2024 Restructuring - In the first and fourth quarters of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $ 10.1 million of cumulative severance charges, net through December 31, 2024.
+Added: We do not expect to incur significant additional costs to complete these actions.
+Added: We expect to substantially complete the restructuring program in 2025.
+Added: 2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated workforce reductions in CPI, incurring $ 0.5 million and $ 6.2 million of severance charges and other costs for the years ended December 31, 2023, and 2022, respectively.
We do no t expect to incur additional costs to complete these actions.
−Removed: 2020 Restructuring - In the second quarter of 2020, we initiated actions in response to the adverse economic impact of COVID-19 pandemic and integration actions related to the Cummins-Allison acquisition.
−Removed: These actions include workforce reductions of approximately 600 employees, or about 15 % of our global workforce, and the exiting of two leased office facilities and one leased warehouse facility.
−Removed: We completed the program in 2022.
−Removed: 2017 Restructuring - In the fourth quarter of 2017, we initiated broad-based restructuring actions designed to improve profitability.
−Removed: These actions included headcount reductions of approximately 70 employees, or about 2 % of our global workforce, and select facility consolidations in North America and Europe.
−Removed: In 2020, we adjusted the estimate downward to reflect the impact of employees that chose to voluntarily terminate prior to receiving severance at the conclusion of the actions in North America.
−Removed: In 2021, we recorded a gain on sale of real estate related to these actions.
−Removed: We completed the program in the first quarter of 2022.
+Added: The program was substantially completed in 2024.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
−Removed: Restructuring Charges (Gains), Net
−Removed: We recorded restructuring charges (gains) which are reflected in the Consolidated and Combined Statements of Operations, as follows:
+Added: Restructuring Charges
+Added: We recorded restructuring charges which are reflected in the Consolidated and Combined Statements of Operations, as follows:
(in millions) For the year ended December 31, 2024 2023 2022
Crane Payment Innovations $ 10.1 $ 0.5 $ 6.2
−Removed: Crane Currency — — ( 2.8 )
−Removed: Total restructuring charges (gains), net $ 0.5 $ 6.2 $ ( 3.7 )
−Removed: The following table summarizes our restructuring charges (gains), net by program, cost type and segment for the years ended December 31, 2023, 2022 and 2021:
+Added: Total restructuring charges $ 10.1 $ 0.5 $ 6.2
+Added: The following table summarizes our restructuring charges by program, cost type and segment for the years ended December 31, 2024, 2023 and 2022:
For the years ended December 31, 2024 2023 2022
2 unchanged sentences
2024 Restructuring 10.1 — 10.1 — — — —
−Removed: 0.5 6.2 — — —
−Removed: Crane Payment Innovations $ — $ — $ — $ — $ — $ — $ ( 0.8 ) (a)
−Removed: $ — $ ( 0.8 )
−Removed: Crane Currency — — — — — — — ( 2.8 ) ( 2.8 )
−Removed: 2020 Restructuring — — — — — — ( 0.8 ) (a)
−Removed: ( 2.8 ) ( 3.6 )
−Removed: Crane Payment Innovations $ — $ — $ — $ — $ — $ — $ ( 0.2 ) (a)
−Removed: $ — $ ( 0.2 )
−Removed: 2017 Restructuring — — — — — — ( 0.2 ) (a)
+Added: Crane Payment Innovations $ — $ — $ — $ 0.1 $ 0.4 $ 0.5 $ 5.7 $ 0.5 $ 6.2
+Added: 2022 Restructuring — — — 0.1 0.4 0.5 5.7
Total $ 10.1 $ — $ 10.1 $ 0.1 $ 0.4 $ 0.5 $ 5.7 $ 0.5 $ 6.2
−Removed: (a) Reflects changes in estimates for increases and decreases in costs related to our restructuring programs.
The following table summarizes the cumulative restructuring charges incurred through December 31, 2024.
4 unchanged sentences
Crane Payment Innovations $ 5.8 $ 0.9 $ 6.7
−Removed: Crane Currency — 1.1 1.1
2022 Restructuring $ 5.8 $ 0.9 $ 6.7
−Removed: Crane Payment Innovations $ 11.4 $ 0.3 $ 11.7
−Removed: Crane Currency 0.1 0.4 0.5
−Removed: 2017 Restructuring $ 11.5 $ 0.7 $ 12.2
−Removed: NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
Restructuring Liability
The following table summarizes the accrual balances related to these restructuring charges by program:
−Removed: (in millions) 2022 Restructuring 2020 Restructuring 2017 Restructuring Total
−Removed: Balance as of December 31, 2021 (b)
+Added: (in millions) 2024 Restructuring 2022 Restructuring Total
+Added: Balance as of December 31, 2022 (a)
$ — $ 6.0 $ 6.0
Utilization — ( 5.9 ) ( 5.9 )
−Removed: Balance as of December 31, 2022 (b)
+Added: Balance as of December 31, 2023 (a)
$ — $ 0.6 $ 0.6
Utilization ( 2.9 ) ( 0.4 ) ( 3.3 )
−Removed: Balance as of December 31, 2023 (b)
+Added: Balance as of December 31, 2024 (a)
$ 7.2 $ 0.2 $ 7.4
−Removed: (a) Included within “Restructuring charges (gains), net” in the Consolidated and Combined Statements of Operations.
−Removed: (b) Included within Accrued Liabilities in the Consolidated and Combined Balance Sheets.
+Added: (a) Included within Accrued Liabilities in the Consolidated Balance Sheets.
+Added: (b) Included within “Restructuring charges” in the Consolidated and Combined Statements of Operations.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.